Sec Form 4 Filing - Malik Shahzad @ Conatus Pharmaceuticals Inc - 2013-07-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Malik Shahzad 2. Issuer Name and Ticker or Trading Symbol Conatus Pharmaceuticals Inc [ CNAT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CONATUS PHARMACEUTICALS INC., 4365 EXECUTIVE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2013 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 07/30/2013 C( 1 ) 1,888,091 A 1,888,091 I See footnotes ( 2 ) ( 3 ) Common Stock 07/30/2013 X( 4 ) 70,003 ( 5 ) A $ 0.0825 1,958,094 I See footnote ( 3 ) Common Stock 07/30/2013 S( 4 ) 535 ( 6 ) D $ 11 1,957,559 I See footnote ( 3 ) Common Stock 07/30/2013 J( 7 ) 19,223 ( 8 ) A $ 11 1,976,782 I See footnote ( 3 ) Common Stock 07/30/2013 P 190,054 ( 9 ) A $ 11 2,166,836 I See footnote ( 3 ) ( 10 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) 07/30/2013 C( 1 ) 10,000,000 ( 1 ) ( 1 ) Common Stock 1,212,121 ( 1 ) 0 I See footnotes ( 3 ) ( 11 ) Series B Preferred Stock ( 1 ) 07/30/2013 C( 1 ) 5,576,786 ( 1 ) ( 1 ) Common Stock 675,970 ( 1 ) 0 I See footnotes ( 3 ) ( 12 ) Warrants to Purchase Shares of Series A Preferred Stock ( 4 ) 07/30/2013 X( 4 ) 577,599 ( 4 ) ( 4 ) Common Stock 70,003 ( 4 ) 0 I See footnotes ( 3 ) ( 13 ) Stock Option (Right to Buy) $ 11 07/30/2013 A 30,000 ( 14 ) 07/29/2023 Common Stock 30,000 $ 0 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Malik Shahzad C/O CONATUS PHARMACEUTICALS INC. 4365 EXECUTIVE DRIVE, SUITE 200 SAN DIEGO, CA92121 X X Signatures /s/ Charles J. Cashion, Attorney-in-Fact for Shahzad Malik 08/01/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The outstanding shares of Preferred Stock of the Issuer automatically converted into the shares of Common Stock of the Issuer at the closing of the Issuer's initial public offering (the "IPO") at a conversion ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration. ( 2 )Represents 672,872, 329,711, 91,972, 180,907, 26,029, 21,691, 6,507, 552,874 and 5,528 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively, upon conversion of Preferred Stock. ( 3 )Advent Venture Partners LLP owns 100% of Advent Management III Limited, which is GP of Advent Management III Limited Partnership, which is GP of each of Advent Private Equity Fund III "A", Advent Private Equity Fund III "B", Advent Private Equity Fund III "C", Advent Private Equity Fund III "D" and Advent Private Equity Fund III Affiliates. Advent Venture Partners LLP also owns 100% of Advent Limited and Advent Private Equity Fund IV. Advent Limited owns 100% of Advent Private Equity GmbH, which is GP of Advent Private Equity Fund III GmbH & Co. KG. Voting and investment power over the shares held by each named fund may be deemed to be shared with Advent Venture Partners LLP due to the affiliate relationship. Dr. Malik is a GP of Advent Venture Partners LLP and shares voting and investment power over the shares, and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 4 )Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase shares of Series A Preferred Stock were converted to warrants to purchase Common Stock with an exercise price of $0.0825 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, and were then net exercised based on the IPO price of $11.00 per share. ( 5 )Represents 24,950, 12,225, 3,410, 6,707, 965, 803, 240, 20,500 and 203 shares of Common Stock issued upon the exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. ( 6 )Represents 188, 93, 27, 52, 8, 7, 3, 155 and 2 shares of Common Stock withheld by the Issuer upon the net exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. ( 7 )The common stock was acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO. ( 8 )Represents 6,851, 3,357, 936, 1,842, 265, 221, 66, 5,629 and 56 shares of Common Stock issued upon the automatic conversion of the principal amount of the convertible promissory notes, plus accrued interest, held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively, upon the closing of the IPO at a conversion price of $11.00 per share. ( 9 )Represents 67,731, 33,189, 9,258, 18,210, 2,620, 2,183, 655, 55,652 and 556 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. ( 10 )Represents 772,216, 378,389, 105,549, 207,614, 29,871, 24,891, 7,465, 634,500 and 6,341 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. ( 11 )Represents 3,563,761, 1,746,266, 487,116, 958,149, 137,863, 114,886, 34,466, 2,928,211 and 29,282 shares of Series A Preferred Stock held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. ( 12 )Represents 1,987,434, 973,855, 271,654, 534,339, 76,883, 64,069, 19,221, 1,633,002 and 16,329 shares of Series B Preferred Stock held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. ( 13 )Represents 205,845, 100,865, 28,135, 55,342, 7,962, 6,635, 1,990, 169,135 and 1,690 shares of Series A Preferred Stock issuable upon the exercise of the Warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively. ( 14 )The shares subject to this option become exercisable as they vest. One-third of the total number of shares subject to this option vests and becomes exercisable on each anniversary of the grant date, so that the entire number of shares subject to this option becomes fully vested and exercisable on the third anniversary of the grant date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.